TBS Holdings launches tender offer for WACUL, aiming for full acquisition

TBS Holdings has announced a tender offer to acquire all outstanding shares of WACUL, INC., a company listed on the Growth Market of the Tokyo Stock Exchange. The decision, formalized on April 10, 2025, aims to enhance TBS’s marketing capabilities by integrating WACUL's expertise in digital marketing and data strategy. TBS is offering JPY 502 per common share and JPY 1 per share option. The tender offer period will run from April 11, 2025, to May 29, 2025. TBS Holdings has set a lower limit of 5,180,200 shares for the offer to proceed and has already secured agreements to acquire shares from major WACUL shareholders, Ryohei Obuchi and Yui Kakiuchi, representing 25.06% ownership. WACUL’s board has expressed support for the tender offer, leaving the decision to individual shareholders. Houlihan Lokey is acting as financial advisor to TBS Holdings, while Maxus Corporate Advisory advises WACUL. The total consideration for the tender offer is estimated at JPY 3,909,746,680.